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UNITED STATES' CERTIFICATE OF COMPLIANCE WITHPROVISIONS OF THE ANTITRUST PROCEDURES AND PENALTIES ACT

The United States hereby certifies that it has complied with the provisions of the Antitrust
Procedures and Penalties Act, 15 U.S.C. § 16(b)-(h) ("APPA"), and states:

The Complaint, proposed Final Judgment and proposed Hold Separate Stipulation and
Order were filed with this Court on October 18, 2005.

The Competitive Impact Statement was filed with this Court on October 20, 2005.

The Amended Proposed Final Judgment was filed with this Court on October 27, 2005.

Pursuant to 15 U.S.C. § 16(b), the proposed Final Judgment and the Competitive Impact
Statement were published in the Federal Register on October 31, 2005 (70 Fed. Reg.
62330). A copy of the Federal Register notice is attached as Exhibit A.

Pursuant to 15 U.S.C. § 16(c), a summary of the terms of the proposed Final Judgment and
Competitive Impact Statement were published on seven (7) consecutive days running from
October 24, 2005 through October 30, 2005 in The Washington Post, a newspaper of
general circulation in the District of Columbia. A copy of the certificate of publication
from The Washington Post is attached as Exhibit B.

The 60-day comment period specified in 15 U.S.C. § 16(b) commenced on November 1,
2005, and terminated on December 30, 2005.

During the 60-day comment period, the United States received no comments from members
of the public concerning the Amended Proposed Final Judgment.

Pursuant to 15 U.S.C. § 16(b), the United States furnished copies of the Amended Proposed
Final Judgment and Competitive Impact Statement to anyone requesting them.

On November 16, 2005, the defendant Cal Dive International complied with the
requirement of 15 U.S.C. § 16(g) when it filed with the Court a statement indicating that it
had not had any communications concerning the Amended Proposed Final Judgment that
were reportable under 15 U.S.C. § 16(g).

On November 18, 2005, defendants Stolt Offshore, S.A., Stolt Offshore, Inc. and S&H
Diving LLC complied with the requirement of 15 U.S.C. § 16(g) when they filed with the
Court a statement indicating that they had not had any communications concerning the
Amended Proposed Final Judgment that were reportable under 15 U.S.C. § 16(g).

With these steps having been taken, the parties have satisfied their obligations under the
APPA. Pursuant to 15 U.S.C. § 16(e) and to the proposed Hold Separate Stipulation and
Order, which was filed on October 18, 2005 and was entered by the Court on October 27,
2005, the Court may now enter the Amended Proposed Final Judgment without further
hearings, if it determines that entry of the Amended Proposed Final Judgment is in the
public interest. For the reasons set forth in the Competitive Impact Statement, which is
referenced in Section XV of the Amended Proposed Final Judgment, the United States
believes that the proposed Amended Final Judgment satisfies the public interest standard of
15 U.S.C. § 16(e). The United States therefore requests that this Court enter the Amended
Final Judgment without further hearings.

The Department of Justice (DOJ) Office of Community Oriented Policing
Services (COPS) has submitted the following information collection request
to the Office of Management and Budget (OMB) for review and approval
in accordance with the Paperwork Reduction Act of 1995. The proposed
information collection is published to obtain comments from the public
and affected agencies.

The purpose of this notice is to allow for 60 days for public comment
until December 30, 2005. This process is conducted in accordance with
5 CFR 1320.10.

If you have comments especially on the estimated public burden or associated
response time, suggestions, or need a copy of the proposed information
collection instrument with instructions or additional information, please
contact Rebekah Dorr, Office of Community Oriented Policing Services,
1100 Vermont Avenue, NW., Washington, DC 20530.

Written comments and suggestions from the public and affected agencies
concerning the proposed collection of information are encouraged. Your
comments should address one or more of the following four points:

Evaluate whether the proposed collection of information is necessary
for the proper performance of the functions of the agency, including
whether the information will have practical utility;

Evaluate the accuracy of the agency's estimate of the burden of
the proposed collection of information, including the validity of
the methodology and assumptions used;

Enhance the quality, utility, and clarity of the information to
be collected; and

Minimize the burden of the collection of information on those who
are to respond, including through the use of appropriate automated,
electronic, mechanical, or other technological collection techniques
or other forms of information technology, e.g., permitting electronic
submission of responses.

Overview of This Information Collection

Type of Information Collection: Extension of a Currently
Approved Collection.

Title of the Form/Collection: Methamphetamine Project Status
Update Report (SUR).

Agency form number if any and the applicable component of theDepartment of Justice sponsoring thecollection:
Form Number: None. U.S. Department of Justice, Office of Community
Oriented Policing Services (COPS).

Affected public who will be asked or required to respond, as
well as a briefabstract: Primary: Law Enforcement Agencies
or Government entities that are recipients of COPS Methamphetamine
grants. Other: Universities and Private Non-Profit Agencies. Abstract:
The information collected will be used by the COPS Office to determine
grantee's progress toward grant implementation and for compliance
monitoring efforts.

An estimate of the total number of respondents and the amount
of timeestimated for an average respondent torespond:
There will be an estimated 100 annual responses from grantees.
The estimated amount of time required for the average respondent to
respond is: 3.0 hours.

An estimate of the total public burden (in hours) associated
with thecollection: 325 hours annually.

Notice is hereby given pursuant to the Antitrust Procedures and Penalties
Act, 15 U.S.C. 16(b)-(h), that a proposed Final Judgment, Hold Separate
Stipulation and Order, and Competitive Impact Statement have been filed
with the United States District Court for the District of Columbia in
United States of America v. Cal Dive International, Inc.
et al., Civil Action No. 1:05CV02041. On October 18, 2005, the
United States filed a Complaint alleging that the proposed acquisition
by Cal Dive International, Inc. of certain saturation diving assets
of Stolt Offshore, Inc. and S&H Diving, LLC would violate Section
7 of the Clayton Act, 15 U.S.C. 18. The Complaint alleges that the acquisition
would substantially reduce competition in the market for saturation
diving services in the United States Gulf of Mexico. The proposed Final
Judgment requires Cal Dive to divest two vessels and a separate saturation
diving system.

Copies of the Complaint, proposed Final Judgment, Hold Separate Stipulation
and Order, and Competitive Impact Statement are available for inspection
at the Department of Justice, Antitrust Division, Antitrust Documents
Group, Room 215, 325 7th Street, NW., Washington, DC 20530 (telephone:
202-514-2481), on the Department of Justice's Web site at http://
www.usdoj.gov/atr, and at the Office of the Clerk of the United
States District Court for the District of Columbia. Copies of these
materials may be obtained from the Antitrust Division upon request and
payment of the copying fee set by Department of Justice regulations.

Public comments is invited within 60 days of the date of this notice.
Such comments, and responses thereto, will be published in the Federal
Register and filed with the Court. Comments should be directed
to Donna N. Kooperstein, Chief, Transportation, Energy & Agriculture
Section, Antitrust Division, Department of Justice, 325 7th Street,
NW., Suite 500, Washington, DC 20530 (telephone: 202-307-6349).

The United States of America, acting under the direction of the Attorney
General of the United States, brings this civil action to enjoin permanently
the proposed acquisition by Cal Dive International, Inc. (''Cal
Dive'') of certain assets of Stolt Offshore, Inc. and S&H
Diving, LLC (hereinafter collectively ''Stolt''),
and complains and alleges as follows:

On or about April 11, 2005, Cal
Dive entered into an agreement to
purchase certain assets from Stolt,
including a number of diving support
vessels, saturation diving systems, and
other assets used by Stolt to compete in
the provision of saturation diving
services in the United States Gulf of
Mexico.

Cal Dive and Stolt are two of only
three major providers of saturation
diving services to offshore pipeline
construction companies and to owners
and operators of pipelines, platforms
and other offshore structures located in
the United States Gulf of Mexico. As
two of the largest providers of these
services, Cal Dive and Stolt regularly
compete directly for saturation diving
projects.

Cal Dive's acquisition of Stolt's
saturation diving assets would eliminate
Stolt as a competitor for the provision
of saturation diving services in the
United States Gulf of Mexico. As a
result, purchasers of these services
likely will face higher prices and
reduced service. The proposed
transaction would substantially reduce
competition among providers of
saturation diving services in the United
States Gulf of Mexico, in violation of
Section 7 of the Clayton Act, 15 U.S.C.
18.

I. Jurisdiction and Venue

This complaint is filed by the
United States under Section 15 of the
Clayton Act, as amended, 15 U.S.C. 25,
to prevent and restrain the defendants
from violating Section 7 of the Clayton
Act, as amended, 15 U.S.C. 18.

The defendants are engaged in
interstate commerce and in activities
substantially affecting interstate
commerce. Cal Dive and Stolt provide
saturation diving services, pipelay
services, and other support services to
customers located in multiple states in
and around the United States Gulf of
Mexico. The defendants' sales of
saturation diving services in the United
States represent a regular, continuous
and substantial flow of interstate
commerce, and have had a substantial effect upon interstate commerce.

This Court has subject matter
jurisdiction over this action pursuant to
28 U.S.C. 1331, 1337 and Section 15 of
the Clayton Act, 15 U.S.C. 25.

The defendants have consented to
personal jurisdiction and venue in this
judicial district.

II. The Defendants and the Transaction

Cal Dive International, Inc. is a
corporation organized and existing
under the laws of the state of Minnesota.
Its corporate headquarters are located in
Houston, Texas, and its primary subsea
and marine services operations are
located in Morgan City, Louisiana. Cal
Dive provides a full range of marine
contracting services in both shallow and
deep water. Cal Dive employs more than
300 full-time supervisors, divers,
tenders and support staff, making it the
largest provider of diving services in the
United States Gulf of Mexico. Cal Dive's
total revenues in 2004 exceeded $540
million, including more than $45
million for saturation diving services in
the United States Gulf of Mexico.

Stolt Offshore, Inc., with
headquarters in Houston, Texas, is a
corporation organized and existing
under the laws of the state of Louisiana.
S&H Diving, LLC, is a Louisiana limited
liability company, with offices in
Houston, Texas. Stolt Offshore S.A., the
ultimate parent of both Stolt Offshore,
Inc. and S&H Diving, LLC, is a major
international marine contractor
registered in Luxembourg, with 2004
revenues in excess of $1.2 billion
worldwide. In the United States Gulf of
Mexico, Stolt offers construction and
installation engineering services for
conventional pipelines, subsea tiebacks,
heavy lift salvage, and subsea
inspection, maintenance and repair
services. Stolt is one of the largest
providers of saturation diving services
in the United States Gulf of Mexico. In
2004, Stolt had revenues in excess of
$30 million from saturation diving
services in the United States Gulf of
Mexico.

On or about April 11, 2005, Cal
Dive and Stolt entered into an Asset
Purchase Agreement, pursuant to which
Cal Dive agreed to purchase, and Stolt
agreed to sell, certain assets for a
purchase price of $125 million dollars.
Pursuant to the Asset Purchase
Agreement, Cal Dive would acquire,
among other assets, all of the saturation
diving systems, vessels and related
equipment currently used by Stolt to
provide saturation diving services in the
United States Gulf of Mexico.

III. Trade and Commerce

A. Background

Much of the world's oil and gas reserves are located in offshore
areas, including in the United States Gulf of Mexico. Marine contractors
design, engineer, fabricate, and install offshore drilling and production
rigs, platforms and other structures, which are used to extract crude
oil and natural gas from commercially significant subsea reservoirs.
Marine contractors, using pipelay vessels, also install undersea pipelines
that transport crude oil, natural gas, and other natural resources
from production sites to other sites offshore and onshore.

Human divers perform a wide variety of services for marine contractors
as well as the owners and operators of offshore pipelines, platforms
and other structures. Divers are used in subsea construction projects,
for inspection, maintenance and repair services, and for recovery
and salvage after structures are damaged by weather or accident. Divers
can perform these services either by surface diving or saturation
diving.

Surface divers can perform diving services only in relatively shallow
depths. Following each dive, surface divers must undertake time-consuming
decompression procedures to allow their bodies to adjust to the lower
pressure that exists at the surface.

Saturation diving systems permit divers to work for prolonged periods
and at much greater depths, without undergoing decompression after
each dive. During saturation diving operations, divers live for as
long as several weeks in airtight chambers aboard diving vessels.
The pressure in those chambers is maintained at a level that is equivalent
to the pressure at the subsea work site. Saturation diving systems
are typically rated to depths of between 600 and 1,000 feet of sea
water. A saturation diving system typically consists of one or more
saturation chambers, one or more diving bells, and related safety,
monitoring and life support systems and equipment. Saturation diving
systems can be permanently installed on a vessel, or they can be portable,
which allows them to be transported from one vessel to another.

A vessel must maintain a fixed position while a saturation dive
is in progress. This can be accomplished either by anchor-and-chain
mooring systems or through dynamic positioning. Some saturation diving
projects require dynamically-positioned vessels because of harsh weather,
environmental concerns, water depth, or pipeline congestion on the
sea floor.

B. Relevant Product Market

The relevant product market affected by this transaction is ''saturation
diving services,'' the provision of human diving services
utilizing saturation diving systems, diving support vessels and other
assets. Providers and customers of saturation diving services analyze
the specific characteristics of a saturation diving project to determine
which resources, such as dynamically positioned vessels or saturation
chambers of a particular size, are required or are most economical
for completing the project. Saturation diving service providers often
bid against one another for projects, and are relatively more constrained
in the prices they can charge for a particular project by competitors
who have comparably more suitable resources available for completing
that project.

For projects that utilize divers atsubstantial depths or for extended
periods, surface diving is not a safe or cost-effective substitute
for saturation diving services. Other underwater technologies, such
as remotely operated vehicles or atmospheric diving suits, have significant
practical, technical and cost limitations. It is thus unlikely that
a sufficient number of customers would switch away from saturation
diving services to make a small but significant nontransitory increase
in the price of those services unprofitable.

Saturation diving services is a relevant antitrust product market
and a line of commerce within the meaning of Section 7 of the Clayton
Act. C.Relevant Geographic Market

Cal Dive and Stolt compete with each other for the provision of
saturation diving services in the United States Gulf of Mexico. In
the event of an increase in the price of saturation diving services
in the United States Gulf of Mexico, it is unlikely that a sufficient
number of other providers of saturation diving services operating
outside of the United States Gulf of Mexico would bid their services
in this market such that a price increase would be unprofitable.

The United States Gulf of Mexico is a relevant geographic antitrust
market and a section of the country within the meaning of Section
7 of the Clayton Act.

IV. Anticompetitive Effects A. Market Concentration

The relevant market is highly concentrated and would become significantly
more concentrated as a result of the proposed transaction. An appropriate
measure of concentration in the market for saturation diving services
is capacity, calculated on the basis of the number of saturation diving
systems used by each competitor in the relevant geographic market. Prior
to the transaction, Cal Dive accounts for more than 30%, and Stolt for
approximately 20%, of all saturation diving systems competing in the
United States Gulf of Mexico.

The transaction would increase substantially the concentration in
the market for saturation diving services in the United States Gulf
of Mexico. The number of significant competitors in that market would
be reduced from three to two. As measured by the Herfindahl-Hirschman
Index (''HHI''), which is commonly employed in
merger analysis and is defined and explained in Appendix A to this Complaint,
the proposed transaction would increase the HHI by more than 1100, resulting
in a post-merger HHI of approximately 3000.

B. Loss of Competition

The proposed transaction is likely to substantially reduce competition
in the market for saturation diving services in the United States
Gulf of Mexico. The transaction would combine the saturation diving
assets of two of the largest providers of saturation diving services
in the United States Gulf of Mexico, giving Cal Dive more than half
of the capacity in the market.

Customers for saturation diving services in the United States Gulf
of Mexico have benefitted from competition between Cal Dive and Stolt.
Cal Dive and Stolt each possess similar types of saturation diving
systems and vessels that provide the two companies the ability to
effectively bid against each other for a wide variety of saturation
diving jobs, including those that call for either dynamically positioned
vessels or vessels with anchor-and-chain mooring systems. Many customers
consider Cal Dive and Stolt to be the most attractive competitors
in the market for saturation diving services in the United States
Gulf of Mexico because of their size, vessels, experience, and reputation
for safety. The two companies often directly compete against one another
for particular projects, bidding similar combinations of resources.
This direct and close competition has resulted in lower prices and
higher quality in saturation diving services than would otherwise
have existed.

If Cal Dive's proposed acquisition of Stolt's saturation diving
assets is consummated, the competition between Cal Dive and Stolt
will be eliminated, and the market for saturation diving services
in the United States Gulf of Mexico will become substantially more
concentrated. This loss of competition increases the likelihood of
unilateral action by Cal Dive to increase prices and diminish the
quality or quantity of services or of coordinated action by the remaining
players in the market to achieve the same ends.

C. Entry and Expansion

Entry by a new saturation diving services provider or expansion
by an existing fringe competitor would be difficult, time consuming
and expensive. It would require obtaining saturation diving systems,
suitable vessels and related equipment and the divers and other personnel
necessary to provide saturation diving services. It also would require
establishing the operational experience and reputation for safety demanded
by customers in the market. Redeployment of saturation diving assets
from outside the United States Gulf of Mexico is unlikely to constrain
a price increase in the relevant market. Therefore, new entry or expansion
would not be timely, likely or sufficient to thwart the competitive
harm of the acquisition.

V. Violations Alleged

The effect of Cal Dive's proposed
acquisition of the saturation diving
support assets of Stolt, if it were
consummated, may be substantially to
lessen competition in the provision of
saturation diving services in interstate
trade and commerce in the United
States Gulf of Mexico, in violation of
Section 7 of the Clayton Act, 15 U.S.C.
18. Unless restrained, the transaction
will likely have the following effects,
among other:

Actual and potential competition
between Cal Dive and Stolt in the
provision of saturation diving services would be eliminated;

Competition generally in the
provision of saturation diving services
would be eliminated or substantially
lessened;

Prices of saturation diving services
would increase; and

Quality and service levels in the
provision of saturation diving services
would decrease.

Request for Relief

The United States requests that:

the proposed transaction be adjudged to violate Section 7 of the
Clayton Act;

the defendants be permanently enjoined from carrying out the Asset
Purchase Agreement dated April 11, 2005, or from entering into or
carrying out any agreement, understanding, or plan, the effect of
which would be to allow Cal Dive to merge with or acquire any of the
saturation diving equipment, saturation diving vessels, or other saturation
diving assets of Stolt;

the United States be awarded costsof this action;

the United States have such other relief as the Court may deem just
and proper.

The term ''HHI'' means the Herfindahl-Hirschman
Index, a commonly accepted measure of market concentration. The HHI
is calculated by squaring the market share of each firm competing in
the market and then summing the resulting numbers. For example, for
a market consisting of four firms with shares of 30, 30, 20, and 20
percent, the HHI is 2,600 (302 + 302 + 202
+ 202 = 2,600). The HHI takes into account the relative size
and distribution of the firms in a market. It approaches zero when a
market is occupied by a large number of firms of relatively equal size
and reaches its maximum of 10,000 when a market is controlled by a single
firm. The HHI increases both as the number of firms in the market decreases
and as the disparity in size between those firms increases.

Markets in which the HHI is between 1000 and 1800 are considered to
be moderately concentrated, and markets in which the HHI is in excess
of 1800 points are considered to be highly concentrated. Transactions
that increase the HHI by more than 100 points in highly concentrated
markets presumptively raise significant antitrust concerns under the
Department of Justice and Federal Trade Commission 1992 Horizontal Merger
Guidelines.

Certificate of Service

I hereby certify that on October 18, 2005, I caused a copy of the foregoing
Complaint, proposed Final Judgment, Hold Separate Stipulation and Order
and Plaintiff United States' Explanation of Consent Decree Procedures
to be served on counsel for defendants in this matter in the manner
set forth below:

Whereas, plaintiff, United States of America, filed its Complaint
on October 18, 2005, plaintiff and defendants, by their respective attorneys,
have consented to the entry of this Final Judgment without trial or
adjudication of any issue of fact or law, and without this Final Judgment
constituting any evidence against or admission by any party regarding
any issue of fact or law;

And whereas, the defendants have stipulated solely for purposes
of this action that the Court has personal jurisdiction over the defendants;

And whereas, the defendants agree to be bound by the provisions
of this Final Judgment pending its approval by the Court;

And whereas, the essence of this Final Judgment is the prompt
and certain divestiture of a saturation diving system and diving support
vessels by defendant Cal Dive to assure that competition is not substantially
lessened;

And Whereas, the United States requires defendant Cal Dive
to make certain divestitures for the purpose of remedying the loss of
competition alleged in the Complaint;

And Whereas, the defendants have represented to the United
States that the

divestiture required below can and will be made and that the defendants
will later raise no claim of hardship or difficulty as grounds for asking
the Court to modify any of the divestiture provisions contained below;

Now therefore, before any testimony is taken, without trail
or adjudication of any issue of fact or law, and upon consent of the
parties, it is ordered, adjudged and decreed:

I.Jurisdiction

This court has jurisdiction over the subject matter of and each of
the parties to this action. The Complaint states a claim upon which
relief may be granted against the defendants under section 7 of the
Clayton Act, as amended, 15 U.S.C. 18.

B.''Cal Dive'' means Cal Dive International,
Inc., a corporation organized and existing under the laws of the state
of Minnesota with its headquarters in Houston, Texas, its successors
and assigns, and its subsidiaries, divisions, groups, affiliates, partnerships,
joint ventures, and their directors, officers, managers, agents, and
employees.

C.''Person'' means any natural person, corporation,
association, firm, partnership, or other business or legal entity.

D.''Saturation Diving Assets'' means the vessel
designated as the Seaway Defender, the vessel designated as the Midnight
Carrier, and the saturation diving system designated as the Torch Saturation
Diving System.

E.''Stolt'' means Stolt Offshore S.A., a Luxembourg
registered company, its United States subsidiary, Stolt Offshore, Inc.,
a corporation organized and existing under the laws of the state of
Louisiana, with headquarters in Houston, Texas, and S&H Diving LLC,
a Louisiana limited liability company with offices in Houston, Texas.

F.''Torch Saturation Diving System'' means the
portable saturation diving system that Cal Dive purchased from Torch
Offshore, Inc. that has six major components: a four-man single lock
saturation chamber, a transfer lock (TUP), a two-man diving bell, a
main umbilical, a control van, and a supply van.

III.Applicability

This Final Judgment applies to the defendants, Cal Dive and Stolt,
and all other persons in active concert or participation with any of
them who receive actual notice of this Final Judgment by personal service
or otherwise.

IV. Divestiture

A. Defendant Cal Dive is hereby ordered and directed (1) to
divest the Torch Saturation Diving System and the vessel designated
as the Midnight Carrier within sixty (60) calendar days after the date
of filing of the Complaint in this matter, or within five (5) days after
notice of the entry of this Final Judgment by the Court, whichever is
later; and (2) to divest the vessel designated as the Seaway Defender
within ninety (90) calendar days after the date of the filing of the
Complaint in this matter, or within five (5) days after notice of the
entry of this Final Judgment by the Court, whichever is later. The divestitures
must be made in a manner consistent with this Final Judgment to an Acquirer
or Acquirers acceptable to the United States in its sole discretion.
The United States, in its sole discretion, may agree to extend each
time period up to thirty (30) calendar days, and shall notify the Court
in such circumstances. Defendant Cal Dive agrees to use its best efforts
to divest the Saturation Diving Assets as expeditiously as possible.

B.In accomplishing the divestiture ordered by this Final Judgment,
defendant Cal Dive promptly shall make known, by usual and customary
means, the availability of the Saturation Diving Assets. Defendant Cal
Dive shall inform any person making inquiry regarding a possible purchase
of the Saturation Diving Assets that they are being divested pursuant
to this Final Judgment and provide that person with a copy of this Final
Judgment. The defendants shall offer to furnish to each prospective
Acquirer, subject to customary confidentiality assurances, all information
and documents relating to the Saturation Diving Assets customarily provided
in a due diligence process except such information or documents subject
to the attorney-client or work-product privileges. The defendants shall
make available such information and documents to the United States at
the same time that such information and documents are made available
to any other person.

C.The defendants shall provide to each Acquirer of some or all of the
Saturation Diving Assets, and to the United States, the name and current
contact information (if known) for each individual who is currently,
or who, to the best of the defendants' knowledge, has been involved
at any time since June 1, 2004, whether onshore or offshore, in the
operation of the specific Saturation Diving Assets to be acquired by
the Acquirer or in the provision of diving services by or with any of
the specific Saturation Diving Assets to be acquired by the Acquirer,
including divers, diving tenders, and diving supervisors or superintendents.
The defendants shall not impede or interfere with any negotiations by
the Acquirer or Acquirers to employ any person who has worked with,
or whose principal responsibilities have concerned, any of the Saturation
Diving Assets.

D. Consistent with customary due diligence processes and subject to
customary confidentiality assurances, the defendants shall permit each
prospective Acquirer of some or all Saturation Diving Assets to have
reasonable access to personnel and to make inspection of the Saturation
Diving Assets; access to any and all environmental and other permit
documents and information; and access to any and all financial, operational,
or other documents and information. E. Defendant Cal Dive also agrees
to divest the Saturation Diving Assets in a condition and state of repair
equal to their condition and state of repair as of the date Cal Dive
acquires them, ordinary wear and tear excepted.

F. The defendants will not undertake, directly or indirectly, any challenges
to any permits or certification relating to the operation of the Saturation
Diving Assets, or otherwise take any action to impede the divestiture
or operation of he Saturation Diving Assets.

G.The divestiture of the Saturation Diving Assets shall be accomplished
in such a way as to satisfy the United States, in its sole discretion,
that the Saturation Diving Assets will be operational or made operational
by the Acquirer or Acquirers, will be used by the Acquirer or Acquirers
as part of a viable, ongoing business engaged in the provision of saturation
diving services in the United States Gulf of Mexico, and will remedy
the competitive harm alleged in the Complaint. The divestiture, whether
pursuant to Section

IV or Section V of this Final Judgment:

Shall be made to an Acquirer or Acquirers that, in the United States's
sole judgment, has the intent and
capability (including the necessary
operational, technical, and financial
capability) to compete effectively in the
saturation diving business in the United
States Gulf of Mexico; and

Shall be accomplished so as to
satisfy the United States, in its sole
discretion, that none of the terms of any
agreement between the Acquirer or
Acquirers and defendant Cal Dive gives
the defendants the ability unreasonably to raise the Acquirer's or
Acquirers' costs, to lower the Acquirer's or Acquirers' efficiency,
or otherwise to interfere in the ability of the Acquirer or Acquirers
to compete effectively.

V. Appointment of Trustee

A.If defendant Cal Dive has not divested the Saturation Diving
Assets within the time period specified in Section IV(A), defendant
Cal Dive shall notify the United States of that fact in writing. Upon
application of the United States, in its sole discretion, the Court
shall appoint a trustee selected by the United States and approved by
the Court to effect the divestiture of the Saturation Diving Assets.

B.After the appointment of a trustee becomes effective, only the trustee
shall have the right to sell the Saturation Diving Assets. The trustee
shall have the power and authority to accomplish the divestiture to
an Acquirer or Acquirers acceptable to the United States, in its sole
discretion, at such price and on such terms as are then obtainable upon
reasonable effort by the trustee, subject to the provisions of Sections
IV, V and VI of the Final Judgment, and shall have such other powers
as this Court deems appropriate. Subject to Section V(D) of this Final
Judgment, the trustee may hire at the cost and expense of defendant
Cal Dive any investment bankers, attorneys, or other agents, who shall
be solely accountable to the trustee, reasonable necessary in the trustee's
judgment to assist in the divestiture.

C. The defendants shall not object to a sale of the Saturation Diving
Assets by the trustee on any ground other than the trustee's malfeasance.
Any such objections by the defendants must be conveyed in writing to
the United States and the trustee within 10 (10) calendar days after
the trustee has provided the notice required under Section VI.

D. The trustee shall serve at the cost and expense of defendant Cal
Dive, on such terms and conditions as the United States approves, and
shall account for all monies derived from the sale of the Saturation
Diving Assets and for all costs and expenses so incurred. After approval
by the Court of the trustee's accounting, including fees for its services
and those of any professionals and agents retained by the trustee, all
remaining money shall be paid to the defendant Cal Dive and the trust
shall then be terminated. The compensation of the trustee and any professionals
and agents retained by the trustee shall be reasonable in light of the
value of the Saturation Diving Assets and based on a fee arrangement
providing the trustee with an incentive based on the price and terms
of the divestiture and the speed with which it is accomplished, but
timeliness is paramount.

E. The defendants shall use their best efforts to assist the trustee
in accomplishing the required divestiture. The trustee and any consultants,
accountants, attorneys, and other persons retained by the trustee shall
have full and complete access to the Saturation Diving Assets and the
personnel, books, and records of the Saturation Diving Assets, and defendant
Cal Dive shall develop financial and other information relevant to the
Saturation Diving Assets as the trustee may reasonably request, subject
to reasonable protection for trade secret or other confidential research,
development, or commercial information. The defendants shall take no
action to interfere with or to impede the trustee's accomplishment of
the divestiture.

F. After its appointment, the trustee shall file monthly reports with
the United States and the Court setting forth the trustee's efforts
to accomplish the divestiture ordered under this Final Judgment. To
the extent such reports contain information that the trustee deems confidential,
such reports shall not be filed in the public docket of the Court. Such
reports shall include the name, address, and telephone number of each
person who, during the preceding month, made an offer to acquire, expressed
an interest in acquiring, entered into negotiations to acquire, or was
contacted or made an inquiry about acquiring, the Saturation Diving
Assets and shall describe in detail each contact with any such person.
The trustee shall maintain full records of all efforts made to divest
the Saturation Diving Assets.

G.If the trustee has not accomplished such divestiture within six (6)
months after its appointment, the trustee shall promptly file with the
Court a report setting forth (1) the trustee's efforts to accomplish
the required divestiture; (2) the reasons, in the trustee's judgment,
why the required divestiture has not been accomplished; and (3) the
trustee's recommendations. To the extent such reports contains information
that the trustee deems confidential, such reports shall not be filed
in the public docket of the Court. The trustee shall at the same time
furnish such report to the United States who shall have the right to
make additional recommendations consistent with the purpose of the trust.
The Court thereafter shall enter such orders as it shall deem appropriate
to carry out the purpose of the Final Judgment, which may, if necessary,
include, without limitation, extending the trust and the term of the
trustee's appointment by a period requested by the United States.

VI. Notice of Proposed Divestiture

A. Within two (2) business days following execution of a definitive
divestiture agreement, defendant Cal Dive or the trustee, whichever
is then responsible for effecting the divestiture required herein, shall
notify the United States of any proposed divestiture required by Section
IV or V of this Final Judgment. If the trustee is responsible, it shall
similarly notify defendant Cal Dive. The notice shall set forth the
details of the proposed divestiture and list the name, address, and
telephone number of each person not previously identified who offered
or expressed an interest in or desire to acquire the Saturation Diving
Assets, together with full details of the same.

B. Within fifteen (15) calendar days of receipt by the United States
of such notice, the United States may request from the defendants, the
proposed Acquirer or Acquirers, any other third party, or the trustee
if applicable, additional information concerning the proposed divestiture,
the proposed Acquirer or Acquirers and any other potential Acquirer
or Acquirers. The defendants and the trustee shall furnish any additional
information requested within fifteen (15) calendar days of the receipt
of the request, unless the parties shall otherwise agree.

C.Within thirty (30) calendar days after receipt of the notice or within
twenty (20) calendar days after the United States has been provided
the additional information requested from the defendants, the proposed
Acquirer or Acquirers, any third party, and the trustee, whichever is
later, the United States shall provide written notice to defendant Cal
Dive and the trustee, if there is one, stating whether or not it objects
to the proposed divestiture. If the United States provides written notice
that it does not object, the divestiture may be consummated, subject
only to defendants' limited right to object to the sale under Section
V(C) of this Final Judgment. Absent written notice that the United States
does not object to the proposed Acquirer or Acquirers or upon objection
by the United States, a divestiture proposed under Section IV or Section
V shall not be consummated. Upon objection by the defendants under Section
V(C), a divestiture proposed under Section V shall not be consummated
unless approved by the Court.

VII.Financing

The defendants shall not finance all or any part of any purchase made
pursuant to Section IV or V of this Final Judgment.

VIII.Hold Separate

Until the divestiture required by this Final Judgment has been accomplished,
the defendants shall take all steps necessary to comply with the Hold
Separate Stipulation and Order entered by this Court. The defendants
shall take no action that would jeopardize, delay, or impede the divestiture
order by this Order.

IX.Affidavits

A.Within twenty (20) calendar days of the filing of the Complaint in
this matter, and every thirty (30) calendar days thereafter until the
divestiture has been completed under Section IV or V,
the defendants shall deliver to the
United States an affidavit that describes
the fact and manner of their compliance
with Section IV or V of this Final
Judgment. Each such affidavit shall
include the name, address, and
telephone number of each person who,
during the preceding thirty (30)
calendar days, made an offer to acquire,
expressed an interest in acquiring,
entered into negotiations to acquire, or
was contacted or made an inquiry about
acquiring any or all of the Saturation
Diving Assets, and shall describe in
detail each contact with any such
person during that period. Each such
affidavit shall also include a description
of the efforts defendant Cal Dive has
taken to solicit buyers for the Saturation
Diving Assets, and to provide required
information to any prospective Acquirer
or Acquirers, including the limitations,
if any, on such information. Assuming
the information set forth in the affidavit
is true and complete, any objection by
the United States to information
provided by the defendants, including
limitations on the information, shall be
made within fourteen (14) calendar days
of receipt of such affidavit.

B. Within twenty (20) calendar days
of the filing of the Complaint in this
matter, the defendants shall deliver to
the United States an affidavit that
describes in reasonable detail all actions
the defendants have taken and all steps
the defendants have implemented on an
ongoing basis to comply with Section
VIII of this Final Judgment. The
defendants shall deliver to the United
States an affidavit describing any
changes to the efforts and actions
outlined in the defendants' earlier
affidavits filed pursuant to this section
within fifteen (15) calendar days after the change is implemented.

C. Defendant Cal Dive shall keep all records of all efforts made to
preserve and to divest the Saturation Diving Assets until one year such
divestiture has been completed.

X. Compliance Inspections

A. For purposes of determining or
securing compliance with this Final
Judgment, or of determining whether
the Final Judgment should be modified
or vacated, and subject to any legally
recognized privilege, from time to time
duly authorized representatives of the
United States Department of Justice,
including consultants and other persons
retained by the United States, shall,
upon written request of a duly
authorized representative of the
Assistant Attorney General in charge of
the Antitrust Division, and on
reasonable notice to the defendants, be
permitted:

Access during the defendants' office hours to inspect and copy,
or at
the United States, option to require the
defendants to provide copies of, all
books, ledgers, accounts, records and
documents in the possession, custody,
or control of the defendants, relating to
any matters contained in this Final
Judgment; and

To interview, either informally or
on the record, the defendants' officers,
employees, or agents, who may have
their individual counsel present,
regarding such matters. The interviews
shall be shall be subject to the
reasonable convenience of the
interviewee and without restraint or
interference by the defendants.

B.Upon the written request of a duly
authorized representative of the
Assistant Attorney General in charge of
the Antitrust Division, the defendants
shall submit written reports, or
responses to written interrogatories,
under oath if requested, relating to any
of the matters contained in this Final
Judgment as may be requested.

C.No information or documents
obtained by the means provided in this
section shall be divulged by the United
States to any person other than an
authorized representative of the
executive branch of the United States,
except in the course of legal proceedings
to which the United States is a party
(including grand jury proceedings), or
for the purpose of securing compliance
with this Final Judgment, or as
otherwise required by law.

D.If at the time information or
documents are furnished by the
defendants to the United States, the
defendants represent and identify in
writing the material in any such
information or documents to which a claim of protection may be asserted
under Rule 26(c)(7) of the Federal Rules of Civil Procedure, and the
defendants mark each pertinent page of such material, ''Subject
to claim of protection under Rule 26(c)(7) of the Federal Rules of Civil
Procedure,'' then the United States shall give the defendants
ten (10) calendar days notice prior to divulging such material in any
legal proceeding (other than a grand jury proceeding).

XI.Notification

Unless such transaction is otherwise subject to the reporting and waiting
period requirements of the Hart-Scott-Rodino Antitrust Improvements
Act of 1976, as amended, 15 U.S.C. 18a, for three years after entry
of this Final Judgment, defendant Cal Dive, without providing advance
notification to the Department of Justice, shall not directly or indirectly
acquire any saturation chamber that, to the best of Cal Dive's knowledge,
has been operated in or located in the United States Gulf of Mexico
at any time since October 1, 2002, whether as part of a portable saturation
diving system or as part of saturation diving system built into a vessel,
or any interest, including any financial, security, loan, equity or
management interest in, any company that owns or operates such a saturation
chamber. Such notification shall be provided to the Department of Justice
in the same format as, and per the instructions relating to, the Notification
and Report Form set forth in the Appendix to Part 803 of Title 16 of
the Code of Federal Regulations as amended. Notification shall be provided
at least thirty (30) calendar days prior to the acquisition, and shall
include, beyond what may be required by the applicable instructions,
the names of the principal representatives of the parties to the agreement
who negotiated the agreement, and any management or strategic plans
discussing the proposed transaction.

XII. No Reacquisition

Defendant Cal Dive may not reacquire any of the Saturation Diving Assets
during the term of this Final Judgment.

XIII. Retention of Jurisdiction

This Court retains jurisdiction to enable any party to this Final Judgment
to apply to this Court at any time for further orders and directions
as may be necessary or appropriate to carry out or construe this Final
Judgment, to modify any of its provisions, to enforce compliance, and
to punish violations of its provisions.

XIV.Expiration of Final Judgment

Unless this Court grants an extension, this Final Judgment shall expire
ten years from the date of its entry.

XV.Public Interest Determination

Entry of this Final Judgment is in the public interest, and the parties
have complied with the procedures of the Antitrust Procedures and Penalties
Act, 15 U.S.C. 16.

Dated:

United States District Judge Certificate of Service

I hereby certify that on October 18, 2005, I caused a copy of the foregoing
Complaint, proposed Final Judgment, Hold Separate Stipulation and Order
and Plaintiff United States' Explanation of Consent Decree Procedures
to be served on counsel for defendants in this matter in the manner
set forth below:

Plaintiff United States of America (''United States''),
pursuant to section 2(b) of the Antitrust Procedures and Penalties Act
(''APPA'' or ''Tunney Act''),
15 U.S.C. 16(b)-(h), files this Competitive Impact Statement relating
to the proposed Final Judgment submitted for entry in this civil antitrust
proceeding.

I. Nature and Purpose of the Proceeding

Defendant Cal Dive International, Inc. (''Cal Dive'')
and defendants Stolt Offshore, Inc. and S&H Diving, LLC (collectively
''Stolt'') entered into an Asset Purchase Agreement
dated April
II, 2005, pursuant to which Cal Dive
will acquire certain assets from Stolt,
including a number of diving support
vessels, saturation diving systems, and
other assets used by Stolt to provide
saturation diving services in the United
States Gulf of Mexico. The United States
filed a civil antitrust Complaint on
October 18, 2005, seeking to enjoin the
proposed acquisition. The Complaint
alleges that the likely effect of this
acquisition would be to reduce
competition substantially for saturation
diving services in the United States Gulf
>of Mexico in violation of section 7 of the
Clayton Act, 15 U.S.C. 18. As a result,
purchasers of these services likely
would face higher prices and reduced
service.

At the same time the Complaint was filed, the United States also filed
a Hold Separate Stipulation and Order and proposed Final Judgment, which
are designed to eliminate the anticompetitive effects of the acquisition.
Under the proposed Final Judgment, which is explained more fully below,
Cal Dive is required to divest the vessel designated as the Seaway Defender,
the vessel designated as the Midnight Carrier, and the saturation diving
system designated as the Torch Saturation Diving System (collectively,
the ''Saturation Diving Assets''). Under the terms
of the Hold Separate Stipulation and Order and proposed Final Judgment,
Cal Dive will take certain steps to ensure that, prior to such divestiture,
the Saturation Diving Assets will remain independent of the rest of
Cal Dive's assets and will be maintained in the same condition and state
of repair as of the date Cal Dive acquired them, and that competition
is maintained during the pendency of the ordered divestiture.

The United States and Defendants have stipulated that the proposed
Final Judgment may be entered after compliance with the APPA. Entry
of the proposed Final Judgment would terminate this action, except that
the Court would retain jurisdiction to construe, modify, or enforce
the provisions of the proposed Final Judgment and to punish violations
thereof.

II. Description of the Events Giving Rise to the Alleged Violation

A. The Defendants and the Proposed Transaction

Cal Dive is a corporation organized and existing under the laws of
the state of Minnesota. Its corporate headquarters are located in Houston,
Texas, and its primary subsea and marine services operations are based
in Morgan City, Louisiana. Cal Dive provides a full range of marine
contracting services, which includes marine construction, robotic services,
manned diving, and decommissioning services, in both shallow and deep
water. Cal Dive employs more than 300 full-time supervisors, divers,
tenders and support staff, making it the largest provider of diving
services in the United States Gulf of Mexico. Cal Dive's total revenues
in 2004 exceeded $540 million, including more than $45 million for saturation
diving services in the United States Gulf of Mexico.

Stolt Offshore, Inc., with headquarters in Houston, Texas, is a corporation
organized and existing under the laws of the state of Louisiana. S&H
Diving, LLC, is a Louisiana limited liability company, with offices
in Houston, Texas. Stolt Offshore S.A., the ultimate parent of both
Stolt Offshore, Inc. and S&H Diving, LLC, is a major international
marine contractor registered in Luxembourg, with 2004 revenues in excess
$1.2 billion worldwide. In the United States Gulf of Mexico, Stolt offers
construction and installation engineering services for conventional
pipelines; subsea tiebacks; heavy lift salvage; and subsea inspection,
maintenance and repair services. Stolt is one of the largest providers
of saturation diving services in the United States Gulf of Mexico. In
2004, Stolt had revenues in excess of $30 million from saturation diving
services in the United States Gulf of Mexico.

Pursuant to the April 11, 2005 Asset Purchase Agreement, Cal Dive will
acquire, among other assets, all of the saturation diving systems, diving
support vessels and related equipment currently used by Stolt to provide
saturation diving services in the United States Gulf of Mexico. The
total purchase price is approximately $125 million.

The proposed transaction, as initially agreed to by Defendants, would
reduce competition substantially for saturation diving services in the
United States Gulf of Mexico. This acquisition is the subject of the
Complaint and proposed Final Judgment filed by the United States on
October 18, 2005.

B. The Saturation Diving Services Industry

Much of the worlds's oil and gas reserves are located in offshore areas,
including in the United States Gulf of Mexico. Marine contractors design,
engineer, fabricate, and install offshore drilling and production rigs,
platforms, and other structures, which are used to extract crude oil
and natural gas from commercially significant subsea reservoirs. Marine
contractors, using pipelay vessels, also install undersea pipelines
that transport crude oil, natural gas and other natural resources from
the production sites offshore and onshore.

Human divers perform a wide variety of services for marine contractors
and owners and operators of offshore pipelines, platforms and other
structures. Divers are used for subsea construction projects, for subsea
inspection, maintenance and repair services, and for recovery and salvage
after structures are damaged by weather or accident. Divers can perform
these services either by surface diving or saturation diving.

Surface divers can perform diving services only in relatively shallow
depths, generally not deeper than 150 feet of sea water. Surface divers
must go through a time-consuming decompression process following each
diver to allow their bodies to adjust to the lower pressure that exists
at the surface.

Saturation divers can work for prolonged periods and at much greater
depths, without undergoing decompression after each dive. During saturation
diving operations, divers live for as long as several weeks in airtight
chambers aboard diving vessels. The pressure in those chambers is maintained
at a level that is equivalent to the pressure at the subsea work site.
The divers travel from the saturation chamber to the subsea work site
in similarly pressurized closed capsules called bells that allow the
divers to remain at constant pressure during their descent to the sea
floor.

Saturation diving systems are typically rated to allow divers to work
at depths between 600 and 1,000 feet of sea water. A saturation diving
system typically consists of one or more saturation chambers, one or
more diving bells, and related safety, monitoring and life support systems
and equipment. Saturation diving systems can be permanently installed
on a vessel, or they can be portable, in which case they can be transported
from one vessel to another.

A vessel must maintain a fixed position during a saturation dive. This
can be accomplished either by anchor-and-chain mooring systems, which
require surveyors to determine the appropriate anchor placement, or
through dynamic positioning systems, which position vessels using satellite
technology. Generally, vessels positioned by anchor and chain mooring
systems operate in shallower waters. Vessels with dynamic positioning
systems are more often used in deeper water, in areas with many pipelines
on the sea floor and in hazardous weather conditions. Some saturation
diving projects require a dynamically positioned vessel. Other projects
can be executed using either mode of positioning.

C. The Competitive Effects of the Transaction on Saturation Diving
Services in the United States Gulf of Mexico

Cal Dive's proposed acquisition of the Saturation Diving Assets will
substantially reduce competition for saturation diving services in the
United States Gulf of Mexico. Saturation diving services are the provision
of human diving services utilizing saturation diving systems. Providers
and customers of saturation diving services analyze the specific characteristics
of a saturation diving project to determine which resources, such as
dynamically positioned vessels or saturation chambers of a particular
size, are required or are most economical for completing the project.
Saturation diving service providers often bid against one another for
projects, and are relatively more constrained in the prices they can
charge for a particular project by competitors who have comparably more
suitable resources available for completing that project.

Surface diving is not a safe or cost-effective substitute for saturation
diving services for projects that utilize divers at substantial depths
or for extended periods. Other underwater technologies, such as remotely
operated vehicles or atmospheric diving suites, have significant practical,
technical and cost limitation that prevent them from being viable alternatives
to saturation diving.

Cal Dive and Stolt compete with one another for the provision of saturation
diving services in the United States Gulf of Mexico. In the event of
an increase in the price of saturation diving services in the United
States Gulf of Mexico, it is unlikely that a sufficient number of other
providers of saturation diving services operating outside the United
States Gulf of Mexico would bid their services inside the United States
Gulf such that a price increase would be unprofitable. Therefore the
relevant geographic market where the transaction will substantially
reduce competition for saturation diving services is the United States
Gulf of Mexico.

Cal Dive and Stolt are the two of the largest providers of saturation
diving services in the United States Gulf of Mexico. Their combined
market share in that market, measured on the basis of the number of
saturation diving systems used in the United States Gulf of Mexico,
is approximately 50 percent.

Customers of saturation diving services in the United States Gulf of
Mexico have benefitted from competition between Cal Dive and Stolt.
Cal Dive and Stolt each possess similar types of saturation diving systems
and vessels that provide the two companies the ability to effectively
bid against one another for a wide variety of saturation diving jobs,
including those that call for dynamically positioned vessels and those
that call for vessels equipped with anchor-and-chain mooring systems.
Many customers consider Cal Dive and Stolt to be the two most attractive
competitors for saturation diving services in the United States Gulf
of Mexico because of their size, vessels, experience, and reputation
for safety. The two companies often directly compete against one another
for particular projects, bidding similar combinations of resources.
This direct and close competition has resulted in lower prices and higher
quality in saturation diving service than would otherwise have existed.

The transaction would increase substantially concentration in the market
for saturation diving services in the United States Gulf of Mexico.
As measured by the Herfindahl-Hirschman Index (''HHI''),
which is commonly employed in merger analysis and is defeated and explained
in the Appendix A to the Complaint, the proposed transaction would increase
the HHI relating to the number of saturation diving systems by more
than 1100, resulting in a post merger HHI of approximately 3000.

By eliminating competition between Cal Dive and Stolt, the transaction
would reduce the number of significant competitors in the market for
saturation diving services in the United States Gulf of Mexico from
three to two. This loss of competition increases the likelihood of unilateral
action by Cal Dive to increase prices and diminish the quality or quantity
of services, or of coordinated action by the remaining players in the
market to achieve the same ends.

Entry by a new saturation diving services provider or expansion by
an existing fringe competitor would be difficult, time consuming and
expensive. It would require obtaining saturation diving systems, suitable
vessels and related equipment, as well as the divers and other personnel
necessary to provide saturation diving services. It also would require
establishing the operational experience and reputation for safety demanded
by customers in the market. Redeployment of saturation diving assets
from outside the United States Gulf of Mexico is unlikely to constrain
a price increase in the relevant market. Therefore, new entry or expansion
would not timely, likely, or sufficient thwart the competitive harm
of the proposed acquisition.

For these reasons, the United States concluded that Cal Dive's proposed
acquisition of the Saturation Diving Assets will likely substantially
lessen competition, in violation of Section 7 of the Clayton Act, in
the provision of saturation diving services in the United States Gulf
of Mexico.

III. Explanation of the Proposed Final Judgment

A. Divestiture

The divestiture requirements of the proposed Final Judgment will maintain
competition for saturation diving services in the United States Gulf
of Mexico by allowing independent competitors to acquire the Saturation
Diving Assets. The proposed Final Judgment requires Cal Dive to divest
the portable saturation diving system designated the Torch Saturation
Diving System and the vessel designated as the Midnight Carrier, an
anchor-and-chain mooring vessel capable of accommodating a portable
saturation diving system, within sixty (60) calendar days after the
filing of the Complaint in this matter, or within five (5) days after
notice of the entry of this Final Judgment by the Court, whichever is
later, and to divest the vessel designated as the Seaway Defender, a
dynamically positioned vessel with a built-in saturation diving system,
within ninety (90) days after the Complaint in this matter, or within
five (5) days after notice of the entry of this Final Judgment by the
Court, whichever is later. The United States may extend each time period
available to Cal Dive to complete the divestiture up to an additional
thirty (30) days.

The Saturation Diving Assets must be divested in such a way as to satisfy
the United States, in its sole discretion, that the Saturation Diving
Assets will be operational or made operational by the acquirer or acquirers
and will be used by the acquirer or acquirers as part of a viable, ongoing
business engaged in the provision of saturation diving services in the
United States Gulf of Mexico. Cal Dive must take all reasonable steps
necessary to accomplish the divestiture quickly and shall cooperate
with prospective purchasers. The Defendants must also provide acquirers
information relating to personnel that are or have been involved, at
any time since June 1, 2004, in the operation of, or provision of diving
services by, the Saturation Diving Assets, including divers, diving
tenders, and diving supervisors or superintendents. The Defendants further
must refrain from interfering with any negotiations by the acquirer
or acquirers to employ any of the personnel that are or have been involved
in the operation of, or provision of diving services by, any of the
Saturation Diving Assets. The proposed Final Judgment also requires
Cal Dive, for a period of three years after the entry of the Final Judgment,
to provide advance notice to the Department of Justice before acquiring
any saturation chamber that has been operated in or located in the United
States Gulf of Mexico at any time since October 1, 2002, whether as
a part of a portable saturation diving system or as part of a saturation
diving system built into a vessel, or any interest in any company that
owns or operates such a saturation chamber. Further, the proposed Final
Judgment restricts Cal Dive from reacquiring any of the Saturation Diving
Assets during the term of the proposed Final Judgment.

B. Use of a Divestiture Trustee

In the event that Cal Dive does not accomplish the divestiture within
the periods prescribed in the proposed Final Judgment, the proposed
Final Judgment provides that the Court will appoint a trustee selected
by the United States to effect the divestiture. If a trustee is appointed,
the proposed Final Judgment provides that Cal Dive will pay all the
costs and expenses of the trustee. The trustee's commission will be
structured so as to provide an incentive for the trustee based on the
price obtained and the speed with which the divestiture is accomplished.
After his or her appointment becomes effective, the trustee will file
monthly reports with the Court and the United States setting forth his
or her efforts to accomplish the divestiture. At the end of six months,
if the divestiture has not been accomplished, the trustee and the United
States will make recommendations to the Court, which shall enter such
orders as appropriate to carry out the purpose of the trust, including
extending the trust or the term of the trustee's appointment.

The divestiture provisions of the proposed Final Judgment will eliminate
the anticompetitive effects of the proposed acquisition. The divestitures
of the Saturation Diving Assets will preserve competition in the market
for saturation diving services by maintaining an independent and economically
viable competitor in the United States Gulf of Mexico.

IV.Remedies Available to PotentialPrivate Litigants

Section 4 of the Clayton Act, 15 U.S.C 15, provides that any person
who has been injured as a result of conduct prohibited by the antitrust
laws may bring suit in federal court to recover three times the damages
the person has suffered, as well as cost and reasonable attorneys' fees.
Entry of the proposed Final Judgment will neither impair nor assist
the bringing of any private antitrust damage action. Under the provisions
of section 5(a) of the Clayton Act, 15 U.S.C. § 16(a), the proposed
Final Judgment has no prima facie effect in any subsequent private lawsuit
that may be brought against Defendants.

V.Procedures Available forModification of the Proposed
FinalJudgment

The United States and Defendants have stipulated that the proposed
Final Judgment may be entered by the Court after compliance with the
provisions of the APPA, provided that the United States has not withdrawn
its consent. The APPA conditions entry upon the Court's determination
that the proposed Final Judgment is in the public interest.

The APPA provides a period of at least sixty (60) days preceding the
effective date of the proposed Final Judgment within which any persons
may submit to the United States written comments regarding the proposed
Final Judgment. Any person who wishes to comment should do so within
sixty (60) days of the date of publication of this Competitive Impact
Statement in the Federal Register. All comments received
during this period will be considered by the Department of Justice,
which remains free to withdraw its consent to the proposed Final Judgment
at any time prior to the Court's entry of judgment. The comments and
the response of the United States will be filed with the Court and published
in the Federal Register.

The proposed Final Judgment provides that the Court retains jurisdiction
over this action, and the parties may apply to the Court for any order
necessary or appropriate for the modification, interpretation, or enforcement
of the Final Judgment.

VI.Alternatives to the Proposed FinalJudgment

The United States considered, as an alternative to the proposed Final
Judgment, a full trial on the merits against Defendants. The United
States could have continued the litigation and sought preliminary and
permanent injunctions against Cal Dive's acquisition of certain Stolt
assets. The United States is satisfied, however, that the divestiture
of assets described in the proposed Final Judgment will preserve competition
in the market for saturation diving services in the United States Guld
of Mexico.

VII.Standard of Review Under theAPPA for the Proposed
Final Judgment

The APPA requires that proposed consent judgments in antitrust cases
brought by the United States be subject to a sixty (60) day comment
period, after which the Court shall determine whether entry of the proposed
Final Judgment ''is in the public interest.''
15 U.S.C. 16(c)(1). In making that determination, the Court shall consider;

A. the competitive impact of such judgment, including termination of
alleged violations, provisions for enforcement and modification, duration
of relief sought, anticipated effects of alternative remedies actually
considered, whether its terms are ambiguous, and any other competitive
considerations bearing upon the adequacy of such judgment that the court
deems necessary to a determination of whether the consent judgment is
in the public interest; and

B. the impact of entry of such judgment upon competition in the relevant
market or markets, upon the public generally and individuals alleging
specific injury from the violations set forth in the complaint including
consideration of the public benefit, if any, to be derived from a determination
of the issues at trial.

15 U.S.C. 16(c)(1)(A) & (B). As the United States Court of Appeals
for the District of Columbia Circuit has held, the APPA permits a court
to consider, among other things, the relationship between the remedy
secured and the specific allegations set forth in the government's complaint,
whether the decree is sufficiently clear, whether enforcement mechanisms
are sufficient, and whether the decree may positively harm third parties.
See United States v. Microsoft Corp., 56 F.3d 144B,
1458-62 (D.C. Cir. 1995).

''Nothing in this section shall be construed to require
the court to conduct an evidentiary hearing or to require the court
to permit anyone to itnervene.'' 15 U.S.C. 16(e)(2). Thus,
in conducting this inquiry, ''[t]he court is nowhere compelled
to go to trial or to engage in extended proceedings which might have
the effect of vitiating the benefits of prompt and less costly settlement
through the consent decree process.'' 119 Cong. Rec. 24,598
(1973)(statement of Senator Tunney).1Rather.

[a]bsent a showing of corrupt failure of the government to discharge
its duty, the Court, in making its public interest finding, should *
* * carefully consider the explanations of the government in the competitive
impact statement and its responss to comments in order to determine
whether those explanations are reasonable under the circumstances.

Accordingly, with respect to the adequacy of the relief secured by
the decree, a court may not ''engage in an unrestricted evaluation
of what relief would best serve the public.'' United
States v. BNS, Inc., 858 F.2d 456, 462 (9th Cir. 1988) (citing
United States v. Bechtel Corp., 648 F.2d 660, 666
(9th Cir. 1981)); see also Microsoft, 56 F.3d at 1460-62. Courts
have held that:

[t]he balancing of competing social and political interests affected
by a proposed antitrust consent decree must be left, in the first instance,
to the discretion of the Attorney General. The court's role in protecting
the public interest is one of insuring that the government has not breached
its duty to the public in consenting to the decree. The court is required
to determine not whether a particular decree is the one that will best
serve society, but whether the settlement is ''within
the reaches of the public interest.'' More elaborate
requirements might undermine the effectivness of antitrust enforcement
by consent decree. Bechtel, 648 F.2d at 666 (emphasis added)
(citations omitted).2

The proposed Final Judgment, therefore, should not be reviewed under
a standard of whether it is certain to eliminate every anticompetitive
effect of a particular practice or whether it mandates certainty of
free competition in the future. Court approval of a final judgment requires
a standard more flexible and less strict than the standard required
for a finding of liability. ''[A] proposed decree must be
approved even if it falls short of the remedy the court would impose
on its own, as long as it falls within the range of acceptability or
is 'within the reaches of public interests.' " United States v.
AT&T Corp. 552 F. Supp 131, (D.D.C. 1982) (citation omitted)
(quoting Gillette, 406 F. Supp. at 716), aff'd sub nom. Maryland
v. United States, 460 U.S. 1001 (1983); see also United
States v. Alcan Aluminum Ltd., 605 F.Supp. 619, 622 (W.D.
Ky. 1985) (approving the consent decree even through the court would
have imposed a greater remedy).

Moreover, the Court's role under the APPA is limited to reviewing the
remedy in relationship to the violations that the United States has
alleged in its Complaint, and does not authorize the Court to ''construct
[its] own hypothetical case and then evaluate the decree against that
case.'' Microsoft, 56 F.3d at 1459. Because the
''court's authority to review the decree depends entirely
on the government's exercising its prosecutorial discretion by bringing
a case in the first place,'' it follows that ''the
court is only authorized to review the decree itself,'' and
not to ''effectively redraft the complaint'' to
inquire into other matters that the United States did not pursue. Id.
at 1459-60.

VIII. Determinative Documents

There are no determinative materials or documents within the meaning
of the APPA that were considered by the United States in formulating
the proposed Final Judgment.

The Department of Labor (DOL) has submitted the following public information
collection request (ICR) to the Office of Management and Budget (OMB)
for review and approval in accordance with the Paperwork Reduction Act
of 1995 (Pub. L. 104-13,44 U.S.C. Chapter 35). A copy of this ICR, with
applicable supporting documentation, may be obtained by calling the
Department of Labor. To obtain documentation contact Ira Mills on 202-693-4122
(this is not a toll-free number) or E-Mail: Mills.Ira@dol.gov.

Comments should be sent to Office of Information and Regulatory Affairs,
Attn: OMB Desk Officer for ETA, Office of Management and Budget, Room
10235, Washington, DC 20503, 202-395-7316 (this is not a toll free number),
within 30 days from the date of this publication in the Federal
Register.

The OMB is particularly interested in comments which:

Evaluate whether the proposed collection of information is necessary
for the proper performance of the functions of the agency, including

District of Columbia, ss., Personally appeared before me, a Notary
Public in and for the said District, Kate M. Davey well known to me
to be Billing Managerof The Washington Post, a daily newspaper published
in the City of Washington,District of Columbia, and making oath in due
form of law that an advertisement containing the language annexed hereto
was published in said newspaper on the dates mentioned in the certificate
herein.

I Hereby Certify that the attached advertisement was published in
The Washington Post, a daily newspaper, upon the following dates at
a cost of $3,825.40, and was circulated in the Washington metropolitan
area.

Take notice that a proposed Final Judgment has been filed in a civil
antitrust case, United States of America v. Cal Dive International,
Inc. et al., Civil No. l:05CV02041. On October 18, 2005, the United
States filed a Complaint alleging that the proposed acquisition by Cal
Dive International of certain diving assets of Stolt Offshore, Inc.
and S&H Diving, LLC would violate Section 7 of the Clayton Act,
15 U.S.C. § 18. The Complaint alleges that the acquisition would
substantially reduce competition in the market for saturation diving
services in the United States Gulf of Mexico. The proposed Final Judgment,
filed at the same time as the Complaint, requires Cal Dive to divest
two vessels and a separate saturation diving system. A Competitive Impact
Statement filed by the United States describes the Complaint, the proposed
Final Judgment, the industry, and the remedies available to private
litigants who may have been injured by the alleged violation. Copies
of the Complaint, proposed Final Judgment, Hold Separate Stipulation
and Order, and Competitive Impact Statement are available for inspection
at the Department of Justice, Antitrust Division, Antitrust Documents
Group, 325 7th Street, N.W., Room 215, Washington, D.C. 20530 (telephone:
202-514-2481), on the Department of Justice's Web site at http://www.usdoj.gov/atr,
and at the Office of the Clerk of the United States District Court for
the District of Columbia.

I hereby certify that on January 6, 2006, I caused a copy of the foregoing United States'
Certificate of Compliance with Provisions of the Antitrust Procedures and Penalties Act to be
served by electronic mail to counsel for defendants listed below:

1 See United States v. Gillette Co., 406
F. Supp. 713, 716 (D. Mass. 1975)(recognizing it was not the court's
duty to settle; rather, the court must only answer ''whether
the settlement achieved [was] within the reaches of the public interest'').
A ''public interest'' determination can be made
properly on the basis of the Competitive Impact Statement and Response
to Comments filed by the Department of Justice pursuant to the APPA.
Although the APPA authorizes the use of additional procedures, 15 U.S.C.
16(f), those procedures are discretionary. A court need not invoke any
of them unless it believes that the comments have raised significant
issues and that further proceedings would aid the court in resolving
those issues. See H.R. Rep. No. 93-1463, 93rd Cong., 2d Sess. 8-9 (1974),
reprinted in 1974 U.S.C.C.A.N. 6535, 6538-39.

2 Cf. BNS, 858 F.2d at 464 (holding that the
court's ''ultimate authority under the [APPA] is limited
to approving or disapproving the consent decree''); Gillette,
406 F. Supp. at 716 (noting that, in this way, the court is constrained
to ''look at the overall picture not hypercritically, nor
with a microscope, but with an artist's reducing glass'');
see generally Microsoft, 56 F.3d at 1461 (discussing whether
''the remedies [obtained in the decree are] so inconsonant
with the allegations charged as to fall outside of the 'reaches of the
public interest' '').